Digital Telecommunications Infrastructure Fund · SET:DIF
Digital Telecommunications Infrastructure Fund — Shareholder Meeting (June 2019)
17 slides from Digital Telecommunications Infrastructure Fund's shareholder meeting presentation, Jun 21, 2019
Slide 1: Summary of Invitation to the Extraordinary General Meeting of Unitholders No.1/2019
Summary of Invitation to the Extraordinary General Meeting of Unitholders No.1/2019 21 June 2019 Strictly Private and Confidential
Slide 2: Disclaimer
Disclaimer This document has been prepared by SCB Asset Management Company Limited (the “Management Company”) as the management company of Digital Telecommunications Infrastructure Fund (“DIF”) for the information purpose only and the contents of this document are based on the information contained
Slide 3: EGM Agenda
EGM Agenda 1. To consider and approve the amendments to the fund scheme to reflect the change in the rental structure of the telecommunications towers of AWC which the fund has invested in the right to receive benefit from net revenue derived from the lease of telecommunications towers owned by AWC
Slide 4: Agenda I: Amendments to Fund Scheme
Agenda I: Amendments to Fund Scheme
Slide 5: Current & Proposed Rental Structure
Current & Proposed Rental Structure TUC will lease the AWC Telecom Towers (whole tower basis) from AWC in place of BFKT, at the same rental rate, and will then sub-lease the towers on one slot basis to BFKT Current Rental Structure Proposed Rental Structure • Under asset and revenue sale and transfe
Slide 6: Rationale From Management Company
Rationale From Management Company Management Company, having considered the rationales and relevant facts, is of the view that it is appropriate to approve granting consent to AWC to proceed with the change of rental structure of AWC Telecom Towers as proposed Rationale From Management Company ✓ No
Slide 7: Agenda II: Additional Investment No. 4
Agenda II: Additional Investment No. 4
Slide 8: Transaction Structure Summary
Transaction Structure Summary Existing Unitholders 30% 3 Capital Increase Debt Equity Equity/2 28,000 THB mm (~15%) 150,000 THB mm (~85%) ≤15,800 THB mm 2 Leaseback until 2033 Additional Assets Digital Telecommunications + ~10 years/3 (FOC) Telecommunication Towers (towers) 788 Infrastructure Fund
Slide 9: Transaction Structure Overview
Transaction Structure Overview DIF has the opportunity to invest in additional passive telecommunications assets including telecom towers and fiber optic cable (“FOC”) Asset Sale (Subsidiaries under True Group) Certain Asset Lease Pre – Transaction Additional Investment No.4 Post – Transaction Telec
Slide 10: Investment Structure Summary
Investment Structure Summary Additional Investment No.4 Assets Selling Investment Illustration Assets Business Entities Scheme Leaseback 14Y 788 Towers (749 GBT, 39 RTT) Mobile Sale TUC Sale and Leaseback TUC DIF Leaseback TUC 14Y+10Y (1) 107,694 core-km (1,795 km) Mobile Mobile Access UPC 40,823
Slide 11: Rationale from Fund manager concerned issue from Fund Supervisor
Rationale from Fund manager concerned issue from Fund Supervisor disclosed in EGM package • Investment in Additional Asset No.4 shall offer opportunity for unitholders to receive favorable and long-term return on investment. • Investment in Additional Asset No.4 shall create additional source of inc
Slide 12: Investment Policy and Offering Process
Investment Policy and Offering Process Investment Policy Offering Process 1 2 Maximum Acquisition Maximum New Units: Existing Units: Maximum New Units: Price: Not exceeding ~ 1,050 mm ~ 9,638 mm ~ 1,050 mm 15,800 THB mm 3 Implied Minimum No DPU Dilution Right Ratio: ~ 9.17x 1) Remark : 1)The Managem
Slide 13: Appraised Value by Independent Valuers
Appraised Value by Independent Valuers Appraised Value(1) Silom Advisory Jay Capital Advisory Limited (Unit: THB mm) Company Limited Minimum Maximum Minimum Maximum Appraised Value for Additional Investment No.4 14,329.04 16,023.75 14,851.10 16,173.92 Valuation Date 30th April 2019 30th April 2019 V
Slide 14: Tentative Timeline
Tentative Timeline Date Details 27th May • XM 28th May • Record Date 21st Jun • EGM Within Aug1) • Expected Subscription Period and Closing Remark : 1) Subject to submission of prospectus to SEC and SEC’s approval process. 13 13
Slide 15: Section IV: Appendix – Additional details on DIF and the transaction
Section IV: Appendix – Additional details on DIF and the transaction
Slide 16: DIF’s Asset Summary – Pre Transaction
DIF’s Asset Summary – Pre Transaction Sale of Right to Net Long Term Lease + Structure Revenues + Ownership Total Call Option Call Option Assets / Entity AWC BFKT TRUE TICC TUC TMV AWC TICC All 4,847 1,485 6,000 2939 15,271 Towers towers towers towers towers towers Fiber optic 9,169 cables (FOC) 9,1
Slide 17: DIF’s Asset Summary – Post Transaction
DIF’s Asset Summary – Post Transaction Sale of Right to Net Long Term Lease + Structure Revenues + Ownership Total Call Option Call Option Assets / AWC BFKT TRUE TICC TUC TMV RMV AWC TICC All Entity 2939 4,847 1,485 6,000 towers Towers 16,059 towers towers towers towers + 788 towers No. 4 5,112 km 9
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